Securities code: 000998 securities abbreviation: Yuan Longping High-Tech Agriculture Co.Ltd(000998) Announcement No.: 2022-05 Yuan Longping High-Tech Agriculture Co.Ltd(000998)
Suggestive announcement on the listing and circulation of restricted shares
The company and all members of the board of directors guarantee that the information disclosed is true, accurate and complete without false records, misleading statements or major omissions.
Special tips:
1. The actual number of restricted shares that can be listed and circulated this time is 193815722 shares, accounting for 14.7168% of the total share capital of Yuan Longping High-Tech Agriculture Co.Ltd(000998) (hereinafter referred to as "the company" or " Yuan Longping High-Tech Agriculture Co.Ltd(000998) "); 2. The listing and circulation date of the restricted shares is February 15, 2022.
1、 Basic information on the acquisition of restricted shares this time
The company held the fourth (Interim) meeting of the sixth board of directors and the second (Interim) general meeting of shareholders in 2014 on September 29, 2014 and October 16, 2014 respectively, and deliberated and adopted the Yuan Longping High-Tech Agriculture Co.Ltd(000998) proposal on the company's compliance with the conditions for non-public development and issuance of A-Shares and Yuan Longping High-Tech Agriculture Co.Ltd(000998) proposal on non-public issuance of a shares, etc, The company is approved to issue a total of 301 million non-public shares to specific objects, with a sales restriction period of 36 months, the total amount of funds raised does not exceed 3575.88 million yuan (including), and the issue price is 11.88 yuan / share. The issuing objects include: CITIC Industrial Group Co., Ltd. (hereinafter referred to as "Zhongxin Xingye"), CITIC Construction Co., Ltd. (hereinafter referred to as "CITIC construction") Shenzhen Xinnong Investment Center (limited partnership) (hereinafter referred to as "Xinnong investment"), modern seed industry development fund Co., Ltd. (hereinafter referred to as "modern seed industry fund") and huitianfu advantageous enterprise fixed growth plan No. 5 asset management plan (hereinafter referred to as "huitianfu").
The company held the 14th (Interim) meeting of the 6th board of directors and the first (Interim) general meeting of shareholders in 2015 on May 20, 2015 and June 29, 2015 respectively, and deliberated and adopted Yuan Longping High-Tech Agriculture Co.Ltd(000998) proposal on Revising the plan for non-public development of A-Shares and Yuan Longping High-Tech Agriculture Co.Ltd(000998) proposal on Revising the plan for non-public issuance of a shares, etc, The non-public offering plan has been revised. After the amendment, the number of shares issued by the company in non-public offering is reduced from no more than 301 million shares to no more than 259 million shares, the total amount of funds raised is reduced from no more than 3575.88 million yuan (inclusive) to no more than 3076.92 million yuan (inclusive), and the sales restriction period of shares issued is extended from 36 months to 60 months. In addition to the above matters, the issuing objects of non-public offering The issuing price and pricing method will not change.
The company held the 2014 annual general meeting of shareholders on May 18, 2015, deliberated and approved the profit distribution plan for Yuan Longping High-Tech Agriculture Co.Ltd(000998) 2014, and agreed to distribute a cash dividend of RMB 0.50 (including tax) for every 10 shares to all shareholders registered on the equity registration date based on the total share capital of the company of 996.1 million shares. The above equity distribution plan was implemented on June 10, 2015. According to the company's non-public offering plan, after the implementation of annual equity distribution in 2014, the non-public offering price was adjusted to 11.83 yuan / share, and the total number of issued shares was adjusted to no more than 260094674 shares.
On August 12, 2015, the company's application for non-public offering of A-Shares was approved after being reviewed by the issuance Review Committee of China Securities Regulatory Commission. On December 16, 2015, the CSRC approved and issued the reply on approving Yuan Longping High-Tech Agriculture Co.Ltd(000998) non-public Development Bank shares (zjxk [2015] No. 2954), approving the company to issue no more than 260094674 new shares to CITIC industrial, CITIC construction, Xinnong investment, modern seed industry fund and huitianfu non-public. On January 20, 2016, the additional shares were listed and officially included in the register of shareholders of listed companies. The additional shares were tradable shares with limited sales conditions, and the sales restriction period was until January 19, 2021.
Serial No. subscription amount of registered shares (shares) of issuing object (yuan) sales restriction period (month)
1 CITIC Industrial 109460693 1294919998.19 60
2 CITIC construction 84355029 997919993.07 60
3 Xinnong investment 42177515 498960002.45 60
4 modern seed industry fund 4016906 47519997.98 60
5 huitianfu 20084531 23760001.73 60
Total 260094674 3076919993.42-
Note: the restricted shares of the company held by Xinnong investment, modern seed industry fund and huitianfu through this non-public offering have been listed and circulated on January 26, 2021.
On November 16, 2018, CITIC Industrial and CITIC construction signed the share transfer agreement with CITIC Agricultural Technology Co., Ltd. (hereinafter referred to as "CITIC agriculture") respectively, and CITIC Industrial transferred the shares held by them
109460693 restricted shares of the company and 84355029 restricted shares of the company held by CITIC construction
Copies are transferred to CITIC agriculture by agreement. After the transfer, CITIC agriculture holds 217815722
Shares, accounting for 17.34% of the total share capital of the company at that time (including 193815722 restricted shares, accounting for
15.43% of the total share capital at that time, becoming the largest shareholder of the company; CITIC Xingye and CITIC construction no longer hold public
Company shares (including restricted shares). After the transfer of the restricted shares agreement is completed, CITIC agriculture promises to
After the end of the restricted sale period of the transferred restricted shares, an additional 12-month restricted sale period will be added, that is, to January 20, 2022
Day.
2、 Commitments and performance made by the holders of tradable restricted shares this time
The shareholders of CITIC agriculture shall abide by the following commitments:
Commitment party commitment type commitment content commitment time commitment period performance
After the end of the restricted sale period of the transferred restricted shares, an additional 12 months shall be added
The sales restriction period of CITIC agricultural technology shares, that is, it will not reduce or transfer its holdings before January 20, 2022. April 2019 January 2022
The shares transferred this time under the share restriction commitment of a limited company will not be repurchased by Yuan Longping High-Tech Agriculture Co.Ltd(000998) . The shares transferred this time have been fulfilled on April 20, 2004, and then in accordance with the relevant provisions of the CSRC and Shenzhen Stock Exchange
Execution.
CITIC Agricultural Technology Co., Ltd
The branch's commitments on related party transactions are as follows:
1. The commitment party and the enterprises under its control or influence will avoid and reduce as much as possible
Related party transactions with Yuan Longping High-Tech Agriculture Co.Ltd(000998) and its subsidiaries
Pinggaoke and its subsidiaries can communicate with independent third parties through the market
The transactions between Yuan Longping High-Tech Agriculture Co.Ltd(000998) and its subsidiaries will be
Establish a third party. Enterprises controlled or influenced by the commitment party will be strictly avoided
Borrowing and occupying Yuan Longping High-Tech Agriculture Co.Ltd(000998) from Yuan Longping High-Tech Agriculture Co.Ltd(000998) and its subsidiaries
The funds of subsidiaries may be taken by Yuan Longping High-Tech Agriculture Co.Ltd(000998) and its subsidiaries
Embezzle Yuan Longping High-Tech Agriculture Co.Ltd(000998) funds by means of advances, debt compensation, etc.
CITIC agricultural technology shares on related party transactions 2. For the commitment party and the enterprises controlled or affected by it and Yuan Longping High-Tech Agriculture Co.Ltd(000998) and April 2019
Co., Ltd. promises that all necessary transactions between its subsidiaries will strictly abide by the market-oriented principle of normal performance during the shareholding period on April 04, and follow the general principles of equality, mutual benefit and compensation for equal value,
Fair and reasonable. If the transaction price is fixed by the government, it shall be implemented by the government
price; If there is no government pricing, the market fair price shall be implemented; No politics
If the government sets the price and there is no market price to refer to, it shall be based on the cost plus comparable price
Determine the cost price at a reasonable profit level.
3. Commitment parties and enterprises under their control or influence and Yuan Longping High-Tech Agriculture Co.Ltd(000998) and
Related party transactions between subsidiaries will strictly abide by the Yuan Longping High-Tech Agriculture Co.Ltd(000998) articles of association
Perform necessary legal procedures in accordance with the related party transaction management system. Zai long
Pinggaoke's authority takes the initiative to consider related party transactions in accordance with the law
Perform the obligation of avoidance; Related party transactions that must be reported to the competent authority for deliberation
Item can only be implemented after being deliberated and approved by the competent body.
4. The commitment party guarantees not to obtain any improper profits through related party transactions
Benefit or make Yuan Longping High-Tech Agriculture Co.Ltd(000998) and its subsidiaries bear any improper
Obligations. If Yuan Longping High-Tech Agriculture Co.Ltd(000998) or its subordinates are caused by violating the above commitments
The company loses or uses related party transactions to occupy Yuan Longping High-Tech Agriculture Co.Ltd(000998) or its subsidiaries
If the interests of the company, the losses of Yuan Longping High-Tech Agriculture Co.Ltd(000998) and its subsidiaries shall be borne by the commitment
Party B shall bear.
5. This letter of commitment shall come into force from the date of issuance and shall be signed by the commitment party as long as
The period of the largest shareholder of pinggaoke or its related parties shall remain valid.
CITIC Agricultural Technology Co., Ltd. is committed to avoiding the same industry with Yuan Longping High-Tech Agriculture Co.Ltd(000998)
The commitments on competition matters are as follows:
1. As of the date of signing this letter of commitment, the company and the
The company has not directly or indirectly operated any relationship with the listed company and its subsidiaries
The business operated by the company constitutes or may constitute a competitive business, and
Not involved in any investment in the operation of the listed company and its subsidiaries
Other companies whose businesses compete or may compete.
2. Since the date of signing this letter of commitment, the company and the
The company will not directly or indirectly operate any relationship with the listed company and its subordinates
Businesses operated by subsidiaries that compete or may compete,
